The Quoted Company Alliance (QCA) Code
The Directors recognise the importance of good corporate governance and have chosen to apply the Quoted Companies Alliance Corporate Governance Code (the ‘QCA Code’). The QCA Code was developed by the QCA in consultation with a number of significant institutional small company investors, as an alternative corporate governance code applicable to AIM companies. The underlying principle of the QCA Code is that “the purpose of good corporate governance is to ensure that the company is managed in an efficient, effective and entrepreneurial manner for the benefit of all shareholders over the longer term”. Whilst the Company will continue to comply with the QCA Code, the Directors anticipate that given the Group’s size and plans for the future, it will also endeavour to have regard to the provisions of the UK Corporate Governance Code as best practice guidance to the extent appropriate for a company of its size and nature. To see how the Company addresses the key governance principles defined in the QCA Code please refer to the below table. Further information on compliance with the QCA Code will be provided in our next annual report.
Olivier Mussat Chief Executive Officer
This disclosure was last reviewed and updated on 23 October 2024
The Principles Of The Quoted Company Alliance (QCA) Code
| QCA Code Principle | Application (as set out by QCA) | What we do and why |
|---|---|---|
| 1. Establish a strategy and business model which promote long-term value for shareholders | The board must be able to express a shared view of the company’s purpose, business model and strategy. It should go beyond the simple description of products and corporate structures and set out how the company intends to deliver shareholder value in the medium to long-term. It should demonstrate that the delivery of long-term growth is underpinned by a clear set of values aimed at protecting the company from unnecessary risk and securing its long-term future. | The Company’s business model and strategy is set out in Part I of the Admission Document. The Directors believe that the Company’s model and growth strategy will help to promote long-term value for Shareholders. An update on strategy will be given from time to time in the strategic report that is included in the annual report and accounts of the Company. The principal risks facing the Company are set out in Part III of this document. The Directors will continue to take appropriate steps to identify risks and undertake a mitigation strategy to manage these risks following Admission, including implementing a risk management framework |
| 2. Seek to understand and meet shareholder needs and expectations | Directors must develop a good understanding of the needs and expectations of all elements of the company’s shareholder base. The board must manage shareholders’ expectations and should seek to understand the motivations behind shareholder voting decisions. | Prior to Admission, the Directors undertook an investor roadshow which has informed the Company as to its Shareholders’ expectations following Admission. In due course following Admission, the Company’s annual report and notice of annual general meeting (“AGM”) will be sent to all Shareholders and will be available for download from the Company’s website. There will be an active dialogue maintained with Shareholders. Shareholders will be kept up to date via announcements made through a Regulatory Information Service on matters of a material substance and/or a regulatory nature. Updates will be provided to the market from time to time, including any financial information, and any expected material deviations to market expectations will be announced through a Regulatory Information Service. The Company’s AGM will be an opportunity for Shareholders to meet with the Non-Executive Chairman and other members of the Board including the Senior Independent Director. The meeting will be open to all Shareholders, giving them the opportunity to ask questions and raise issues during the formal business or, more informally, following the meeting. The results of the AGM will be announced through a Regulatory Information Service. The Board is keen to ensure that the voting decisions of Shareholders are reviewed and monitored, and the Company intends to engage with Shareholders who do not vote in favour of resolutions at AGMs. All contact details for investor relations are included on the Company’s website. |
| 3. Take into account wider stakeholder and social responsibilities and their implications for long-term success | Long-term success relies upon good relations with a range of different stakeholder groups both internal (workforce) and external (suppliers, customers, regulators and others). The board needs to identify the company’s stakeholders and understand their needs, interests and expectations. Where matters that relate to the company’s impact on society, the communities within which it operates or the environment have the potential to affect the company’s ability to deliver shareholder value over the medium to long-term, then those matters must be integrated into the company’s strategy and business model. Feedback is an essential part of all control mechanisms. Systems need to be in place to solicit, consider and act on feedback from all stakeholder groups. | The Company takes its corporate social responsibilities very seriously and is focused on maintaining effective working relationships across a wide range of stakeholders including shareholders, staff, and customers part of its business strategy. The Directors will maintain an ongoing and collaborative dialogue with such stakeholders and take all feedback into consideration as part of the decision-making process and day-today running of the business. The Company’s projects are located in Paraguay and Costa Rica and local directors and managers will provide a first point of contact for stakeholders to receive information on the Company’s activities and provide feedback on any issues or concerns they may have. The Company’s local employees and directors are able to communicate with stakeholder groups such as local and regional government officials, central government departments, community groups and local suppliers to keep them updated on project activities and plans. The Company intends to implement a formal Environmental, Social, Regulatory and Governance Responsibility (ESG) policy, strategy and establish a committee in due course. The committee will monitor the implementation of ESG practises to ensure the Company conducts its business with a view of longterm sustainability for its customers, employees, communities, the environment as well as its shareholders. |
| 4. Embed effective risk management, considering both opportunities and threats, throughout the organisation | The board needs to ensure that the company’s risk management framework identifies and addresses all relevant risks in order to execute and deliver strategy; companies need to consider their extended business, including the company’s supply chain, from key suppliers to end-customer. Setting strategy includes determining the extent of exposure to the identified risks that the company is able to bear and willing to take (risk tolerance and risk appetite). | The principal risks facing the Company are set out in Part III of this document. The Directors will take appropriate steps to identify risks and undertake a mitigation strategy to manage these risks following Admission. A review of these risks will be carried out at least on an annual basis, the results of which will be included in the Annual Report and Accounts going forward. The Board has overall responsibility for the determination of the Company’s risk management objective and policies and has also established the Audit Committee. |
| QCA Code Principle | Application (as set out by QCA) | What we do and why |
|---|---|---|
| 5. Maintain the board as a well- functioning, balanced team led by the chair | The board members have a collective responsibility and legal obligation to promote the interests of the company, and are collectively responsible for defining corporate governance arrangements. Ultimate responsibility for the quality of, and approach to, corporate governance lies with the chair of the board. The board (and any committees) should be provided with high quality information in a timely manner to facilitate proper assessment of the matters requiring a decision or insight. The board should have an appropriate balance between executive and non-executive directors and should have at least two independent non- executive directors. Independence is a board judgement. The board should be supported by committees (e.g. audit, remuneration, nomination) that have the necessary skills and knowledge to discharge their duties and responsibilities effectively. Directors must commit the time necessary to fulfil their roles. | On Admission, the Board will comprise three Non-Executive Directors, including the Non-Executive Chairman, and four Executive Directors. The biographies of the Directors are set out in paragraph 5 of Part I of the Admission Document. The Board considers that it combines a blend of sector and market expertise, with an effective executive management team and appropriate oversight by independent Non-Executive Directors. The Company is satisfied that the current Board is sufficiently resourced to effectively discharge its governance obligations on behalf of all its shareholders and other stakeholders in the Company The Board will meet regularly, and processes are in place to ensure that each Director is, at all times, provided with such information as is necessary to enable each Director to discharge their respective duties. The Board is also supported by the Audit Committee, the Remuneration Committee and Nomination Committee, further details of which are set out in paragraph 14 of Part I of the Admission Document. The QCA Code recommends that the Board should comprise of a balance of executive and non-executive directors, with at least two non-executive directors being independent. The QCA Code suggests that independence is a board judgement, but where there are grounds to question the independence of a director, through length of service or otherwise, this must be explained. The Non-Executive Directors, Richard Day and Mary-Rose de Valladares, are both considered to be independent and were selected with the objective of bringing experience and independent judgement to the Board. Richard Day has also been appointed the Senior Independent Director and Deputy Chairman. None of these Directors are employees, have significant business relationships with the Company, or are significant shareholders in the Company. As recommended by the QCA Code guidance, the Independent Non-Executive Directors will not participate in performance-related remuneration schemes. |
| 6. Ensure that between them the directors have the necessary up-to-date experience, skills and capabilities | The board must have an appropriate balance of sector, financial and public markets skills and experience, as well as an appropriate balance of personal qualities and capabilities. The board should understand and challenge its own diversity, including gender balance, as part of its composition. The board should not be dominated by one person or a group of people. Strong personal bonds can be important but can also divide a board. As companies evolve, the mix of skills and experience required on the board will change, and board composition will need to evolve to reflect this change. | The skills and experience of the Directors are summarised in their biographies set out in paragraph 5 of Part I of the Admission Document. The Directors believe that the Board has a balance of sector, financial and public market skills and experience appropriate for the size and stage of current development of the Company and that the Board has the skills and requisite experience necessary to execute the Company’s strategy and business plan whilst also enabling each director to discharge his or her fiduciary duties effectively. Experiences are varied and contribute to maintaining a balanced board that has the appropriate level and range of skill to develop the Company. The Board is not dominated by one individual and all Directors have the ability to challenge proposals put forward to the meeting, democratically. While the Board has not yet adopted any formal policy on gender balance, ethnicity or age group, it is committed to fair and equal opportunity and fostering diversity subject to ensuring appointees are appropriately qualified and experienced for their roles. The Company retains the services of independent advisors including financial, legal, and investor relations advisers that are available to the Board and who provide support and guidance to the Board and complement the Company’s internal expertise. The Directors have also received a briefing from the Company’s Nominated Adviser in respect of continued compliance with, inter alia, the AIM Rules and the Company’s solicitors in respect of continued compliance with, inter alia, MAR. |
| 7. Evaluate board performance based on clear and relevant objectives, seeking continuous improvement | The board should regularly review the effectiveness of its performance as a unit, as well as that of its committees and the individual directors. The board performance review may be carried out internally or, ideally, externally facilitated from time to time. The review should identify development or mentoring needs of individual directors or the wider senior management team. It is healthy for membership of the board to be periodically refreshed. Succession planning is a vital task for boards. No member of the board should become indispensable. | The Directors will consider the effectiveness of the Board, Audit Committee, Remuneration Committee, and individual performance of each Director. The Company has a Nomination Committee which will conduct a regular assessment of the individual contributions of each member of the Board to ensure that their contribution is relevant and effective. The outcomes of performance will be described in the Annual Report and Accounts of the Company. The Board considers that the corporate governance policies it has currently in place for Board performance reviews is commensurate with the size and development stage of the Company. |
| 8. Promote a corporate culture that is based on ethical values and behaviours | The board should embody and promote a corporate culture that is based on sound ethical values and behaviours and use it as an asset and a source of competitive advantage. The policy set by the board should be visible in the actions and decisions of the chief executive and the rest of the management team. Corporate values should guide the objectives and strategy of the company. The culture should be visible in every aspect of the business, including recruitment, nominations, training and engagement. The performance and reward system should endorse the desired ethical behaviours across all levels of the company. The corporate culture should be recognisable throughout the disclosures in the annual report, website and any other statements issued by the company. | The Board recognises that their decisions regarding strategy and risk will impact the corporate culture of the Company and that this will impact performance. The culture is set by the Board and is considered and discussed at Board meetings and the Board is aware that the tone and culture its sets impacts all aspects of the Company and the way that employees behave. The Board promotes a culture of integrity, honesty, trust and respect and all employees of the Company are expected to operate in an ethical manner in all of their internal and external dealings. The staff handbook and policies promote this culture and include such matters as whistleblowing, social media, anti-bribery and corruption, social media, communication and general conduct of employees. The Board takes responsibility for the promotion of ethical values and behaviours throughout the Company, and for ensuring that such values and behaviours guide the objectives and strategy of the Company. The Company also has an established code for Directors’ and employees’ dealings in securities which is appropriate for a company whose securities are traded on AIM, and is in accordance with Rule 21 of the AIM Rules and MAR. The Directors believe that a long-term sustainable business model is essential for discharging the Board’s responsibility to promote the success of the Company, its employees, shareholders and other stakeholders of the business. In considering the Company’s strategic plans for the future, the Directors proactively consider the potential impact of its decisions on all stakeholders within its business, in additional to considering the broader environmental and social impact as well as the positive impact it can have within the local community the Company operates in. The Company intends to implement a formal corporate environmental, social, regulatory and governance Responsibility (ESG) strategy and committee in due course, which will monitor the implementation of ESG practises to ensure the Company conducts its business with a view of long-term sustainability for its customers, employees, communities, the environment as well as its shareholders. The Company fully endorses the aims of the Modern Slavery Act 2015 and takes a zero-tolerance approach to slavery and human trafficking within the Company and supply chain. |
| 9. Maintain governance structures and processes that are fit for purpose and support good decision making by the board | The company should maintain governance structures and processes in line with its corporate culture and appropriate to its: • size and complexity; and • capacity, appetite and tolerance for risk. The governance structures should evolve over time in parallel with its objectives, strategy and business model to reflect the development of the company. | The Non-Executive Chairman leads the Board and is responsible for its governance structures, performance and effectiveness. The Board retains ultimate accountability for good governance and is responsible for monitoring the activities of the executive team. The roles of Chairman and Chief Executive are split, and Olivier Mussat is Chief Executive who, supported by the other Executive Directors, is responsible for the operation of the business and delivering the strategic goals agreed by the Board. The Non-Executive Directors, Richard Day and Mary-Rose de Valladares, are responsible for bringing independent and objective judgement to Board decisions and are both considered to be independent and were selected with the objective of bringing experience and independent judgement to the Board. Richard Day has also been appointed the Senior Independent Director and Deputy Chairman, which reflects that the Chairman is also a substantial shareholder in the Company as contemplated in the QCA Code. The Board is supported by the Audit Committee, Remuneration Committee and Nomination Committee, further details of which are set out in paragraph 14 of Part I of the Admission Document. There are certain material matters which are reserved for consideration by the full Board. Each of the committees has access to information and external advisers, as necessary, to enable the committee to fulfil its duties. The Board intends to review the Company’s governance framework on an annual basis to ensure it remains effective and appropriate for the business going forward. |
| QCA Code Principle | Application (as set out by QCA) | What we do and why |
|---|---|---|
| 10. Communicate how the company is governed and is performing by maintaining a dialogue with shareholders and other relevant stakeholders. | A healthy dialogue should exist between the board and all of its stakeholders, including shareholders, to enable all interested parties to come to informed decisions about the company. In particular, appropriate communication and reporting structure should exist between the board and all constituent parts of its shareholder base. This will assist: the communication of shareholders’ views to the board; and the shareholders’ understanding of the unique circumstances and constraints faced by the company. It should be clear where these communication practices are described (annual report or website). | Responses to the principles of the QCA Code and the information that will be contained in the Company’s Annual Report and Accounts provide details to all stakeholders on how the Company is governed. The Board is of the view that the Annual Report and Accounts as well as its half year report are key communication channels through which progress in meetings the Company’s objectives and updating its strategic targets can be given the Shareholders following Admission. Additionally, the Board will use the Company’s annual general meetings as a mechanism to engage directly with Shareholders, to give information and receive feedback about the Company and its progress. The Company’s website in compliance with the AIM Rules, www.atomeplc.com, will be updated on a regular basis with information regarding the Company’s activities and performance, including financial information. All contact details for investor relations are included on the Company’s website |
Directors and Committees
The Board of Directors consists of three Non-Executive Directors (including the Chair) and four Executive Directors, reflecting a blend of different experiences and backgrounds. Two Non-Executive Directors (being Richard Day and Mary-Rose de Valladares) are regarded as independent within the meaning of the QCA Corporate Governance Code and free from any relationship that could materially interfere with the exercise of their independent judgement. Richard Day is Deputy Chairman and the Senior Independent Director. The Company will hold regular board meetings and the Directors will be responsible for formulating, reviewing and approving the Company’s strategy, budget and major items of capital expenditure. The Directors have, conditional on Admission, established an audit committee, a nomination committee and a remuneration committee with formally delegated rules and responsibilities.
The Audit Committee, which will comprise Richard Day (as chair), with its other members consisting of Mary-Rose de Valladares and Olivier Mussat, will meet not less than three times a year. Richard Day and Mary-Rose de Valladares are both independent and Olivier Mussat is deemed to have relevant financial experience. The committee will be primarily responsible for reviewing and overseeing the relationship with the external auditors, including making recommendations to the Board on the appointment of auditors and the audit fee. and ensuring that the financial performance of the Company is properly monitored and reported. In addition, the Audit Committee will receive and review reports from management and the auditors relating to the interim report, the annual report and accounts and the internal control systems of the Company. The Audit Committee will also consider, manage and report on the risks associated with the Company as well as ensuring the Company’s compliance with the AIM Rules and UK MAR concerning disclosure of inside information.
The Remuneration Committee will comprise Mary-Rose de Valladares (as chair) and Richard Day, both of whom are independent. The Remuneration Committee will review the performance of the executive Directors and make recommendations to the Board on matters relating to their remuneration and terms of employment. Under its terms of reference, the Remuneration Committee is required to meet at least twice a year and is responsible for ensuring that the Company can recruit and retain Executive Directors, officers and other key employees who are fairly rewarded (which extends to all aspects of remuneration) for their individual contribution to the overall performance of the Group.
Corporate Policies
The details on this page were last updated on the 23 October 2024
Notifications should be made to compliance@atomeplc.com
